| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$196M | -8.42M | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 8.42M | $0.00 | See Footnote | F1, F2, F3, F4 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$2.98M | -128K | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 128K | $0.00 | See Footnote | F1, F2, F3, F5 |
Foundation Capital Management Co. VII, L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents shares of Class B common stock that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Project Fortress Merger Sub, Inc. by and into ForgeRock, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger, dated October 10, 2022, by and among the Issuer, Project Fortress Parent, LLC, and Project Fortress Merger Sub, Inc. (the "Merger Agreement"). |
| F2 | In connection with the Merger, these shares were cancelled and converted into the right to receive a cash payment per share of $23.25, without interest, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"). |
| F3 | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| F4 | Shares are held by Foundation Capital VII, L.P. ("FC VII"). Foundation Capital Management Co. VII, L.L.C. ("Management") is the general partner of FC VII and Management may be deemed to beneficially own the shares held by FC VII. |
| F5 | Shares are held by Foundation Capital VII Principals Fund, L.L.C. ("Principals"). Management is the manager of Principals and Management may be deemed to beneficially own the shares held by Principals. |
The foregoing description in note (1) is qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.